Adarsh Chemicals & Fertilisers Ltd. (ADARSHCHEM) - Director Report

Company director report

ADARSH CHEMICLAS AND FERTILIZERS LIMITED
ANNUAL REPORT 2007-2008
DIRECTOR'S REPORT
Your Directors hereby present the 49th Annual Report of the Company and the
Audited Statement of Accounts for the year ended on 31.03.2008.
2007-08 2006-07
FINANCIAL RESULTS Rs./Lacs Rs./Lacs
Total Income 119.46 -
Profit/(Loss) before Depreciation 118.49 (2.94)
Depreciation - -
Prior Year Adjustment
Income/(Expenditure) - -
Profit/(Loss) before tax 118.49 (2.94)
Provision for Taxation Nil Nil
Profit/(Loss) after tax 118.49 (2.94)
(Loss) Brought Forward (10213.05) (10210.11)
Balance of Profit & Loss Account (10094.56) (10213.05)
Dividend Nil Nil
REVIEW OF OPERATIONS:
Your directors are happy to inform that the dues of the financial
institutions have been settled in full & there are no dues to any of the
banks and financial institutions. Your Directors proposes to restart
activities at appropriate time.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND EXPENDITURE:
As no manufacturing operation are carried out during the year, the
information in respect of Conservation of Energy, Technology absorption and
Foreign Currency earnings and outgo as required u/s 217(1)(e) of the
Companies Act, 1956, are not applicable and hence not given herewith.
PARTICULARS OF EMPLOYEES:
There was no employee who earned the remuneration in excess of ceiling
prescribed under section 217(2A)(a)(i) of the Companies Act, 1956 and hence
the details are not furnished.
DIRECTORS CLARIFICATIONS u/s 217 (3) OF THE COMPANIES ACT, 1956:
Your Directors offer the following explanations as to the qualifications in
the Auditors Report:
i) As regards item 4 (i)(*) in the Auditors Report relating to non
provision of liability for Penalty imposed for non-submission of documents
for fulfillment of export obligation amounting to Rs. 13,33,84,605/- your
directors are initiating steps to extinguish the penalty by submitting the
relevant documents with the government authority.
ii) As regards item 4 (i)(b) in the Auditors Reports relating to non
provision of interest of outstanding fixed deposits and inter corporate
deposits, your directors are negotiating with the parties for the waiver of
interest on settlement of principal dues and your directors are hopeful for
waiver of interest by the said parties.
iii) As regards item 4 (i)(d) in the Auditors Report relating to balances
with SBI in Allotment money account, your Directors wish to inform that due
to discontinuation of operation and non-availability of administrative
staff during the period under review, follow up with the banks could not be
taken up.
iv) Other qualifications in the Auditors Reports are explained in the
notes to the Account and does not require any further elaboration by the
Board of Directors.
CORPORATE GOVERNANCE:
The company has not complied with the conditions of the Corporate
Governance as stipulated in the Clause 49 of the Listing Agreement with the
Stock Exchange in regard to formation of the Audit Committee, Share
Transfer and Investors Grievance Committee and the Remuneration Committee
as the company could not find person willing to be appointed as independent
directors on the Board of the company considering the financial position
and other limitations. Hence, the company has not obtained the certificate
of Compliance of conditions of the Corporate Governance from the Auditors
of the company
DIRECTORS RESPONSIBILITY:
Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the
Directors confirm subject to what is stated in notes to the financial
statements that:
[i] In the preparation of the annual accounts the applicable accounting
standards had been followed along with proper explanation relating to
material departures in the Notes on Accounts.
[ii] The directors had selected such accounting policies and applied them
consistently and fair view of the affairs of the company at the end of the
financial year and of the profit of loss of the company for that period.
[iii] The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
[iv] The directors have prepared the annual accounts on a going concern
basis though the activities are discontinued and property is disposed off.
ACKNOWLEDGEMENT:
Your Directors express their sincere gratitude to the Members, Creditors
including Fixed Depositors, Financial Institution and Banks, Government
Authorities for their patience and bearing with the Company.
FOR AND ON BEHALF OF BOARD
(P.D. MORAR
(N.D. PATEL)
DIRECTORS
PLACE: SURAT
DATED: 29.08.2008